Terms of Service

Version release date：April 14, 2024

Version effective date：April 14, 2024

These Terms of Service are effective immediately if you createyouraccount on or after April 14, 2024. Please be aware that your continueduse our services after April 14, 2024 constitutes your acceptanceof these Terms of Service. Table of Contents

1. Introduction

2. Binding Effect

3. Accounts

4. Paid Service and Free Service

5. Availability and Interruption of the Service

6. Fees and Payments

7. Confidentiality and Data Protection

8. Marketing

9. Requirements for Use

10. Disclaimers, Limitations of Liability and Indemnification

11. Term and Termination

12. Force Majeure

13. Assignment

14. Intellectual Property

15. Severability

16. Governing Law & Dispute Resolution Welcome, and thank you for your interest in the online servicescollectively known as InnoPaaS. These Terms of Service are a legallybinding contract between you and InnoPaaS regarding your useof theServices. For the purposes of these Terms of Service,“ InnoPaaS,” “We,”“Our,” and “Us” refer to the applicable InnoPaaS contracting entity. PLEASE READ THE FOLLOWING TERMS CAREFULLY. It is important that You understand Your responsibilities andthelimitations to the services which You choose to use. Our services arediverse and as a result, additional service-specific terms may apply. If thisis the case, these service-specific terms shall become part of Ouragreement. Please use Our services responsibly. By using Our website or any of Ourservices, You agree to Our Terms. Take note that these Terms change from time to time. We advise You to review them regularly. 1.Introduction You wish to use InnoPaaS services (meaning services as providedunderthese Terms; hereinafter “Service,” or “Free Service,” collectivelythe“Services”) as either a paying customer (“Customer”) and/or Our FreeService as a non-paying customer (“Non-Paying Customer”). Afterapplying for the services by Our online registration form, Youwill become Our Non-Paying Customer according to Clause 4.1 until decidedotherwise on InnoPaaS’s sole discretion. InnoPaaS is a technology company registered in Hong Kong, whoseregistered office is situated at FLAT/RM A 12/F ZJ 300 LOCKHARTROADWAN CHAI,Hong Kong You wish to use the Services and We are willing to make the Servicesavailable to You subject to and in accordance with these Terms. 2.Binding Effect You are entering into a binding agreement. If You accept these Terms of use of Our Service on behalf of Your employer or another person, Youconfirm that You have the consent of Your employer or that persontoact on their behalf. THESE TERMS APPLY TO ALL RECORDS RELATINGTOALL TRANSACTIONS YOU ENTER INTO ON InnoPaaS’S WEBSITE, INCLUDINGNOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, You mayberequired to have certain hardware and software, which are Your soleresponsibility. You are not eligible to accept these Terms or use Our Services if Youarenot of legal age to form a binding contract with Us or if You are barredbylaw to use Our services. 3.Accounts Registration. In order to provide Our services, We may require certain informationsuch as your name, company name, email address. You must ensurethat the information is complete and accurate. We may suspend or terminateany service if You give information that is not complete and accurate, and You indemnify InnoPaaS against any liability that may ariseasaresult of Your failure to provide complete and accurate information. Youmust immediately notify Us if any of Your information changes. We will give You or ask You to choose a user name or customer IDandpassword for each account. Accounts Security. For accounts security You: must keep Your username, customer ID and password confidential; must not circumvent, or attempt to circumvent Our user authenticationsystems; must inform Us immediately if there is any unauthorized use of Youraccount or any other breach of security; are entirely responsible for all payments and any activities that occur onYour account; are liable for any damage, loss or costs that we or any third partymaysustain as a result of any of your actions, or any actions of a thirdpartyusing Your password, account name or account information; andmust indemnify Us against any claim from any use of Your password, account name or account information by a third party or as a result of Your violation of this section. You are solely responsible for making sure your Account complywiththese Terms. InnoPaaS reserves the right to review all services processesto ensure your compliance with these Terms. 4.Paid Service and Free Service The Service enables a Paying Customer who official top-up to useOurmobile services as set out as part of Your online registration. Anysuchbillable unit under the Services shall be referred in these Terms andConditions as a “Chargeable Event”. The Free Service will enable Non-Paying Customers to: Use the Trial for one or more elements of the Service describedintheabove clause 4.1; and/or Use any element of the Service described in the above clause 4.1or anyother service made available by Us to You free of charge fromtimetotime at Our absolute discretion. Some or all elements of the Free Service may be accessed via awebapplication, an API gateway, a software tool and/or a web servicemoreparticularly described on our website. 5.End of Free Service After the Free Service session is completed, You will have the optiontorequest the full Service which will enable You to become a PayingCustomer. Terms and conditions of the Service will be detailed in written form. Inthe event of any discrepancy between the Service terms stipulatedhereunder and subsequent terms, the latter shall prevail. No refunds: You understand that after you become a Paying customer, the refund you initiate does not include we test fee, the handling feeof the third-party payment system, and if you seriously violate the InnoPaaSplatform regulations, your recharge fee will not be refunded. You understand that if you need to refund the top-up fees, the related handling fees will be charged by you, and you also understand that sinceintermediary banks have different rules for deducting fees, if youramount is too small, there may be no fee refund after deductingthehandling fees, which are all charged by third parties, and we will not charge any fees. Restrictions. You will not, and will not allow your Affiliates, employees, contractors and any third parties under your control, management, supervision, or otherwise to access the Services in a manner intendedtoavoid incurring Fees or otherwise avoid usage limitations. 6.Availability and Interruption of the Service We will make the Services available to You as either a Customer and/or aNon-Paying Customer with reasonable skill and care. You do howeveracknowledge and agree that the availability of the Services, Your abilityto access and/or use the Services and the conducting of any givenChargeable Event may depend upon factors beyond Our reasonablecontrol, including but not limited to: Factors affecting the operation of the Services and/or preventingChargeable Event from being successfully conducted such as, by wayof example, geographical or topographical shortcomings in the networkof any telecommunications network operator (“Network Operator”), network capacity, physical obstructions or atmospheric conditions; or Factors preventing end-users from receiving Chargeable Events suchas, by way of example, the terms and conditions of an end-user’s serviceprovider. We cannot therefore guarantee: That the Services will be available to You at all times or free fromfaultsor interruptions; The receipt by any intended recipient of any Chargeable Event sent usingthe Services (as applicable). We will not be in any way liable for any failure to make the Servicesavailable to You to the extent that such failure results froma technical oranother failure on the part of any Network Operator or any other event which is beyond Our reasonable control. We provide all services “as is”and “as available”, and We hereby do not warrant, represent orguarantee, whether expressly or by implication, that any Services arefree of errors or interruptions, always available, fit for any purpose, secure or do not infringe any third party rights. We may, at Our sole discretion, alter or improve the Services We provideto You at any time, provided that any such alteration does not materiallyaffect the nature or detract from the functionality of the Services. It may be necessary from time to time for Us to suspend the Servicesthat We provide to You for routine or emergency maintenance and/orrepairs and We will, in so far as it is reasonably possible, provideYouwith a reasonable period of notice prior to any such suspension. We may at Our sole discretion suspend Your access to the Servicesand/or cease to allow any Chargeable Events to be conducted by Youat any time. We are entitled to terminate these Terms for any reason, inwhich case We will give You appropriate notice as soon as is reasonablypossible. Should Your account utilized in the provision of InnoPaaS Servicebeinactive through a period of 12 (Twelve) months it remains in InnoPaaS’sdiscretion to suspend InnoPaaS Services to You. You can reactivatetheaccount with a request to InnoPaaS sent 3 (three) working days prior tothe required reactivation. If InnoPaaS discontinues or makes any changes to the services that would materially decrease the functionality of those Services, InnoPaaSwill use commercially reasonable efforts to informyou of the changewith reasonable advance notice before it goes into effect, providedthat you have subscribed to be informed about those changes. InnoPaaSmaymake the change, and will not be obligated to provide noticeif the discontinuation or change is necessary to address an emergencyorthreat to the security or integrity of the services, comply with or respondto litigation, address Intellectual Property Rights concerns, or complywith the law or government requests. InnoPaaS may provide periodicupdates to the services provided by InnoPaaS from time to time. You agree and acknowledge that You/Your targeted user may not receiveSMS messages if the content of Your/Your targeted user's SMS messagesviolates laws and regulations, violates this Agreement or if Your targeteduser is on the anti-harassment list. 7.Fees and Payments The provisions of this clause apply to Paying Customers only. You agree to pay all Charges due to Us in respect of making the Serviceavailable to You and Your access to and use of the Service (“CustomerCharges”) by the prepayment method and in accordance with thetermsas set hereof. Any Chargeable Event credits purchased by You are only validfor theperiod in respect of which they have been allocated, any additional expenditure of Chargeable Events, over Your allocation limit, insuchperiod, shall not be possible. However, You will still be allowedto purchase new Chargeable Event credits and expand your allocationforthe given period at any time. You shall be solely responsible, by seeking adequate ChargeableEvent credit allocation(s) and checking Your remaining available ChargeableEvent credit level on Our website, for ensuring that You have enoughChargeable Event credits to meet Your requirements fromtime totimeand We shall not be in any way responsible or liable in the event that Youhave insufficient Chargeable Event credits to meet Your requirements, and/or have exceeded Your Chargeable Event credit allocation(s), for anyperiod. For the avoidance of doubt, a Charge will be incurred for everyChargeable Event conducted by You regardless of whether it issuccessfully delivered. If You do not pay any Customer Charges in accordance withtheapplicable payment terms, We reserve the right to, in Our sole discretion, suspend Your access to the Service and/or cease to allowany ChargeableEvent to be conducted by You until further payment is receivedbyUswhich fully covers any unpaid Charges. You are responsible for the payment of all bank and finance charges. Please ensure that the amount received on Our bank account, afterdeductions, corresponds to the full amount you owe Us. If any payment made via your chosen Payment Method is rejected, denied, not received by us or returned unpaid for any reason: we may suspend or terminate your access to the Services until yourpayment is properly processed; charges will continue to be incurred and you are liable to us for anyfees, costs, expenses or other amounts we incur arising fromsuch rejection, denial or return (and we may charge you for such amounts); During the terms period, the price of international SMS/Voice under thisagreement needs to be changed due to the adjustment of SMS/Voiceprice by telecom operators and telecom authorities. InnoPaaS shall adjust the price accordingly. Your continued use indicates acceptanceof this price. You will not be able to receive any refund for the payment made(“Norefund, exchange only”). The latter shall not prevent any refundtobemade according to the applicable customer protection laws. 8.Invoice After payment, customers can follow the website operation to logintothe customer dashboard for invoice download. Confidentiality and Data Protection You will at all times keep confidential all information acquiredasaconsequence of using Our Services, except for information already inthepublic domain or information which You are required to disclose bylaw, requested by any Regulator or reasonably required by Your professional advisors for the performance of their professional services. Please refer to Our Privacy Policy for details on Our privacy practices withrespect to Our Services. With respect to the processing of personal data of your end-users that you provide to us through our Services, You are the controller andInnoPaaS is the processor. You guarantee that you have obtainedall required and valid consents under the applicable data protectionlawsand regulations (such as the EU General Data Protection Regulation) asrequired for the processing of personal data by InnoPaaS for theperformance of our Services and InnoPaaS will process that personal data only upon Your instructions and in accordance with data processingagreement. InnoPaaS Service shall be made available subject toanexecuted Data Processing Agreement between you and InnoPaaS. By selecting "Accept" above, message and data rates may apply. Message frequency vanes and depends on the activity of yourreservation. You can opt oul byresponding STOP at any time. 9.Marketing You grant us the right to use your name and visual identity for publicityand marketing purposes without prior consent. Should this beunacceptable to you, the withdrawal of consent must be communicatedin writing. Without limitation to the foregoing, no press release and/orany blog entry may be made by either party regarding this Agreement, without the prior consent of the other party. Requirements for Use You warrant that You will not: Use the Services or permit the Services to be used to send ChargeableEvents to any end-user for marketing purposes without that end-user’sexplicit request for, or prior consent, to receive them. If you are sendingany Chargeable Event for commercial purposes to any of Your end-users, You must abide by the mobile marketing practices of the end-user’s jurisdiction, including but not limited to, obtaining prior express writtenconsent from those end-users, and give all end-users the right toopt out of receiving any further Chargeable Events sent by You for commercial purposes (and You shall promptly process any end-user’s electiontoopt out); Use the Services or permit the Services to be used to convey ChargeableEvents to any end-user, with a frequency and in numbers whichareexcessive in Our reasonable opinion; Use the Services or permit the Services to be used for any improper, fraudulent, immoral or unlawful purpose; Use the Services or permit the Services to be used for the transmissionof any material which is of a defamatory, offensive, abusive, obsceneormenacing character or nature; Use the Services or permit the Services to be used in a manner that infringes the intellectual property rights or any other proprietary rightsof any third party; or Use the Services or permit the Services to be used in a manner that mayinjure or damage any person or property or cause the quality of theServices to be impaired. You will at all times during the continuation of the Agreement: Send only Chargeable Events that comply with all applicablelaws, regulations and Codes and that contain nothing which is likely tocauseoffense; Comply with all reasonable directions and instructions issued by Us fromtime to time in relation to the Services; Comply with and observe at all times all applicable laws, regulations andCodes and any directions, recommendations and decisions of anyRegulator; and Not act in any manner likely to bring Us, the Service, the Free Serviceorany Network Operator into disrepute. You will, upon request, provide Us or any Network Operator or Regulatorwith any information relating to Your use of the Services that therequesting party reasonably requires. You are responsible for ensuringthat any information relating to Your end-users, including (but not limited to) Your end-user Data, is accurate and complete. You will not state or imply any approval by Us of any particularChargeable Event that You send using the Services or refer to Us inanyway without Our prior written approval. Where requested by Us, You will promptly provide Us witharepresentative Forecast of Your Service and/or Free Service needs for the requested period, including (but not limited to) all reasonable detailsrequired for Us to plan network capacity requirements. We may, at Our sole discretion cease to convey, and You will promptlycease to transmit at Our request, any Chargeable Event. You warrant that You are the sole owner or licensor of all rights inYourEnd-User Data or You have obtained all necessary rights, licenses andconsents from all relevant third parties to enable You, Us andOursub-contractors to use the End-User Data for the purposes of theAgreement. When you use WhatsApp products on the InnoPaaS platform, pleasemake sure you follow the WhatsApp platformrules, referto https://www.whatsapp.com/legal/ InnoPaaS shall have the right to immediately stop your using the account, and has the right to claim damages for infringements, if any oneof theabove situations occurs. 10.Disclaimers, Limitations of Liability and Indemnification TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, InnoPaaS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITSORREVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANYLOSSOF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTINGFROM (i) YOUR USE OR THE INABILITY TO USE THE SERVICES; (ii) THECOST OF PROCUREMENT OF SUBSTITUTE GOODS ANDSERVICESRESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/ORANY OTHER SERVICES OBTAINED THROUGH THE SITE; (iii) THEUNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATIONDATA AND/OR VERIFIED PROFILE; AND (iv) ANY OTHER MATTERRELATING TO THE WEBSITE AND/OR THE SERVICES OFFEREDONTHEWEBSITE. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORYOFLIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT(INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOTTHEInnoPaaS ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OFANYSUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREINIS FOUNDTO HAVE FAILED OF ITS ESSENTIAL PURPOSE. You agree to indemnify and hold InnoPaaS, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against InnoPaaSbyany third party due to, arising out of or in connection with your useof the website and/or the Services. We will not be in any way liable for the content of any ChargeableEventssent or transmitted using the Service and the full responsibility for theircontent shall rest on you. You must observe all relevant legislationandregulations applicable in your jurisdiction and in the jurisdictionof all persons with whom you communicate directly when using the Service. By using the Service you also agree to be bound by the Rules of Use. Subject to any express provision to the contrary in these Terms, Wewill not in any circumstances be liable to You (as either a Customer or aNon-Paying Customer) in contract, tort, negligence or otherwise for anyeconomic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect orconsequential losses, whether or not they were foreseen or foreseeable. Each party acknowledges that neither You (as either a Customer or aNon-Paying Customer), nor We, have entered into the Agreement onthebasis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other termexcept asotherwise expressly provided in the Terms and, as such, all conditions, warranties and other terms implied by statute, common laworotherwise are hereby excluded to the greatest extent permitted by law. We shall at all times in respect of the subject matter of theseTermscomply with all applicable laws, regulations and rules having equivalent effect. You shall be responsible for explaining and answering to any complaintsthat We receive from any relevant regulatory body resulting fromyouruse of the Service and/or Free Service. We will forward any complaintsto you as soon as it is reasonably possible. You must followtheapplicable complaint procedures and respond to each complaint withinthe timeframes specified by the relevant regulatory body andmust forward a copy of your response to Us immediately. You will be liableforany fines and/or penalties imposed by any regulatory body against Youor Us or any of our associated companies, due to Your contraventionof these Terms. 11.Term and Termination Termination by InnoPaaS. To the extent permitted under applicable law, InnoPaaS may, at thesolediscretion, terminate these Terms, or terminate your access totheServices or any aspect of the Services immediately upon writtennoticeto you if: You violate any provision of these Terms; InnoPaaS reasonably believes that You have violated any applicablelaws, or engaged in any fraudulent or deceptive activity, in connectionwithYour use of the Services; You enter into liquidation, administrative receivership, bankruptcy or areunable to pay your debts as they fall due. InnoPaaS reasonably believes that You have engaged in any fraudulent ordeceptive activity including but not limited to credit card fraud, Wemayfreeze your account. Unless otherwise agreed with Your account manager, and subject toearlier termination in accordance with these Terms and Conditions, theTerm is, for an initial minimum, a 11-month period (the “Initial Term”). The Initial Term will start on the Start Date (the day when you start usingthe Service or the Free Service) and expire on the End Date (thedaycorresponding the date in the month in which the initial servicetermexpires). Upon expiration of the Initial Term, the Agreement will continueautomatically unless and until either party gives the other 30days’ written notice or either You or We otherwise terminate the Agreement in accordance with these Terms and Conditions. If at any time You wish to terminate the Agreement, You must either: Give Us written notice to that effect within a 7-working day periodfromand including the Start Date, in order for such notice to takeeffect immediately; or Give Us no less than 30 days’ written notice, such notice will takeeffect no sooner than the End Date (subject to any variation thereof). If Youwish to terminate the Agreement with effect fromany date precedingsuch End Date and are unable to do so for cause or any other reasonunder these Terms and Conditions, if you are a Customer under theAgreement then You must pay Us the Customer Charges due for eachmonth (or part thereof) remaining of the minimum11-monthperiodpost-termination. Such Customer Charges will be calculated on thebasisof the monthly Customer Charges as set out in the Signature Page(asvaried if applicable), and any prepayment of Customer Charges that Youhave made to Us will not be credited or refunded (“No refund, exchangeonly”). The latter shall not prevent any refund to be made accordingtothe applicable customer protection laws. Either party may also terminate this Agreement with immediate effect by notice to the other party if: The other party becomes insolvent, makes any arrangement withor forthe benefit of its creditors, goes into compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator or other similar official appointed over its assets, is subject to an administration or similar orderor ceases trading; The other party commits a material breach of the Agreement and(wheresuch breach is capable of remedy) fails to remedy the breach within14days of a written notice from the party not in breach requiringitsremedy; or Any license required for Us to operate the Services is revoked, terminated or modified or, in the case of new license requirements beingimposed, the applicable license: Is not granted to Us; or Is granted to Us but in such a way as to prevent Us fromcontinuingtomake the Services available or a Network Operator fromenablingUs tomake the Services available. We may terminate the Agreement immediately upon notice in theevent that any relevant legislation or regulation is implemented or modifiedwith the effect that it is no longer commercially viable or possiblefor Usto make the Services available. If you are using the Free Service under this Agreement You acknowledge that We reserve the right to, at Our absolute discretion, stop providingthe Free Service to You on either a temporary or a permanent basis forany reason whatsoever without any prior notice. Termination of the Agreement for any reason does not affect any rightsthat have accrued to either party under the Agreement up to the dateof its termination and those terms and conditions of the Agreement that are by their nature capable of surviving termination will continueinfull force and effect following such termination. On termination of the Agreement: You will immediately cease to use the Services; and All amounts then owed to Us, under or in connection withtheAgreement, will become immediately due and payable. You will forfeit any unused credit on your account, except for paymentsreceived by us within seven (7) days prior to termination. All licenses and rights granted under these Terms will terminateimmediately. 12.Force Majeure Neither party will be liable for any delay in the performance of or anyfailure to perform any of its obligations under this Agreement that iscaused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and/or computer services, power supply failures or shortages, acts or omissions of thirdparties(including, but not limited to, Network Operators), acts of government orRegulators or telecommunications network congestion. 13.Assignment Neither party will assign, transfer or sub-contract either in wholeor inpart any of its rights or obligations under the Agreement without theother party’s prior written consent (not to be unreasonably withheldordelayed), provided that We shall be entitled without Your prior writtenconsent to assign, transfer or sub-contract in whole or in part any of itsrights or obligations under the Agreement to any affiliated company. 14.Intellectual Property All content, trademarks and data on our website, including software, databases, text, graphics, icons, hyperlinks, private information, anddesigns are the property of or licensed to Us, and as such, are protectedfrom infringement by domestic and international legislation andtreaties. Subject to the rights afforded to You in these Terms, all other intellectual property rights on this website are expressly reserved. We may grant You an individual, personal, non-exclusiveand non-transferable license (“the License”) to use our proprietary softwareor application service, in object code form only, and only in accordancewith the applicable Service Specific terms and other documentation, if any, and only in conjunction with the relevant services. You maynot reverse engineer, decompile, disassemble or otherwise attempt toestablish the source code or underlying ideas or algorithms of oursoftware; modify, translate, or create derivative works basedonthesoftware or application; copy, rent, lease, distribute, assign, or otherwisetransfer rights to the software or application; or remove any proprietarynotices or labels with regard to our services. We retain ownershipof all propriety applications, software, intellectual property and any portionsor copies thereof, and all rights in it. You will notify Us of any suspectedinfringement of Our intellectual property of which You becomeawareand will take all reasonable action as We may direct in relationtothat suspected infringement where such is directly and specifically relatedtothe services we provide you. These Licenses terminate when Our contract with you ends andyoumust destroy and stop using all of our software and applications inyourpossession. The software is provided and applications are offered“as is”and subject to the service warranty disclaimers and limitations of liabilityfound elsewhere in these Terms. It is your responsibility to test the services before entering into this contract. Content from Our website may not be used or exploited for anycommercial and non-private purposes without Our prior written consent. 15. Severability If any term or other provision of this Agreement is determinedtobeinvalid, illegal or incapable of being enforced by any rule or law, or publicpolicy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. 16. Governing Law & Dispute Resolution These Terms shall be governed by and construed in accordance withlawsof the People’s Republic of China and Any dispute arising under orconcerning this Agreement may be litigated only in the Shanghai International Economic and Trade Arbitration Commission andtheprevailing Party shall be entitled to its reasonable attorneys’ fees, expenses and costs incurred in connection therewith in additiontosuchother relief as may be granted.